Janus International Group, Inc.
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(Name of Issuer)
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Common Stock, par value $0.0001 per share
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(Title of Class of Securities)
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47103N106
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(CUSIP Number)
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John F. Cannon
c/o Clearlake Capital Group, L.P.
233 Wilshire Blvd, Suite 800
Santa Monica, California 90401
(310) 400-8800
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(Name, Address and Telephone Number of Person
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Authorized to Receive Notices and Communications)
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December 14, 2023
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(Date of Event which Requires Filing of this Statement)
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CUSIP No. 47103N106
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SCHEDULE 13D
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Page 2 of 6
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1
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NAMES OF REPORTING PERSONS
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Clearlake Capital Group, L.P.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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☐
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(b)
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☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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AF, WC
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
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SOLE VOTING POWER
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0 |
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8
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SHARED VOTING POWER
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0 |
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9
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SOLE DISPOSITIVE POWER
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0 |
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10
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SHARED DISPOSITIVE POWER
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0 |
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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0 |
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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0.0%
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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IA, PN
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CUSIP No. 47103N106
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SCHEDULE 13D
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Page 3 of 6
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1
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NAMES OF REPORTING PERSONS
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José E. Feliciano
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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☐
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(b)
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☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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AF, WC
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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United States of America
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
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SOLE VOTING POWER
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15,306 (1)
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8
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SHARED VOTING POWER
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0 |
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9
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SOLE DISPOSITIVE POWER
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15,306 (1)
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10
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SHARED DISPOSITIVE POWER
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0 |
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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15,306 (1)
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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0.0%
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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IA, HC
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(1) |
This amount includes 15,306 shares of Common Stock underlying RSUs that vest in full on June 7, 2024, which were granted to the Reporting Person in his capacity as a director of the Issuer and are held for the benefit of CCPIV, CCPIV
USTE, CCPIV Offshore, CCPV, CCPV USTE, and CCPV Offshore.
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CUSIP No. 47103N106
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SCHEDULE 13D
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Page 4 of 6
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1
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NAMES OF REPORTING PERSONS
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Behdad Eghbali
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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☐
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(b)
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☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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AF, WC
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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United States of America
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
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SOLE VOTING POWER
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0 |
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8
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SHARED VOTING POWER
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0 |
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9
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SOLE DISPOSITIVE POWER
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0 |
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10
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SHARED DISPOSITIVE POWER
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0 |
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||||
11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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0 |
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||||
12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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||||
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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0.0%
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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IA, HC
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CUSIP No. 47103N106
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SCHEDULE 13D
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Page 5 of 6
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ITEM 4 |
PURPOSE OF TRANSACTION
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(i) |
4,882,693 shares of Common Stock held of record by CCPIV,
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(ii) |
181,080 shares of Common Stock held of record by CCPIV USTE,
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(iii) |
488,372 shares of Common Stock held of record by CCPIV Offshore,
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(iv) |
11,170,468 shares of Common Stock held of record by CCPV,
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(v) |
749,115 shares of Common Stock held of record by CCPV USTE, and
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(vi) |
5,572,382 shares of Common Stock held of record by CCPV Offshore.
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ITEM 5 |
INTERESTS IN THE SECURITIES OF THE ISSUER
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ITEM 6 |
CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER
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ITEM 7 |
MATERIAL TO BE FILED AS EXHIBITS
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Exhibit 8 |
Schedule of Transactions, in response to Item 5(c)
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CUSIP No. 47103N106
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SCHEDULE 13D
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Page 6 of 6
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Date: December 18, 2023
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Clearlake Capital Group, L.P.
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By: Clearlake Capital Group GP, LLC, its general partner
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/s/ John F. Cannon
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John F. Cannon
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José Enrique Feliciano
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/s/ John F. Cannon
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Name: John F. Cannon
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Title: Attorney-in-Fact
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Behdad Eghbali
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/s/ John F. Cannon
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Name: John F. Cannon
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Title: Attorney-in-Fact
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Name of Account
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Date of
Transaction
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Nature of
Transaction
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Quantity of
Shares
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Price Per
Share
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||||||
Clearlake Capital Partners IV (AIV-Jupiter), L.P.
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12/15/2023
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Sale
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5,626
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$
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11.8517
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(1)
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||||
Clearlake Capital Partners IV (AIV-Jupiter) USTE, L.P.
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12/15/2023
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Sale
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208
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$
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11.8517
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(1)
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Clearlake Capital Partners IV (Offshore), L.P.
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12/15/2023
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Sale
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562
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$
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11.8517
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(1)
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Clearlake Capital Partners V, L.P.
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12/15/2023
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Sale
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12,870
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$
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11.8517
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(1)
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||||
Clearlake Capital Partners V (USTE), L.P.
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12/15/2023
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Sale
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862
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$
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11.8517
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(1)
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||||
Clearlake Capital Partners V (Offshore), L.P.
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12/15/2023
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Sale
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6,420
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$
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11.8517
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(1)
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(1) |
The price is a weighted average price of all shares of Common Stock held of record by CCPIV, CCPIV USTE, CCPIV Offshore, CCPV, CCPV USTE and CCPV Offshore sold by the Reporting Persons’ broker on December 15,
2023. These shares of Common Stock were sold in multiple transactions at prices ranging from $11.83 to $11.865, inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the
Securities and Exchange Commission, upon request, full information regarding the number of shares of Common Stock sold at each separate price within the range set forth in this footnote.
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